Infinity Technology International Limited

Transcription

1 Investment in capital market involves certain degree of risks. The investors are required to read the prospectus and risk factors carefully, assess their own financial conditions and risk-taking ability before making their investment decisions. PROSPECTUS OF Infinity Technology International Limited Public Offering of 30,000,000 Ordinary Shares of Tk each at par totaling Tk. 300,000, Opening Date for Subscription:.. Closing Date for Subscription:. MANAGER TO THE ISSUE IIDFC CAPITAL LIMITED Issue Date of Prospectus:.

2 Issuer Preliminary Information and Declarations: If you have any query about this document, you may consult the issuer, issue manager and underwriter. A person interested to get a prospectus may obtain from the issuer and the issue manager. Name & Address Contact Person Contact Number Infinity Technology International Limited BDBL Bhaban (6th Floor, East)12, Kawran Bazar, Dhaka-1215 Issue Manager IIDFC Capital Limited Eunoos Trade Center (Level-7), Dilkusha C/A, Dhaka Underwriters IIDFC Capital Limited Eunoos Trade Center (Level-7), Dilkusha C/A, Dhaka Prime Bank Investment Limited Tajwar Center (5 th Floor), House-34, Road-19/A, Block-E, Banani, Dhaka-1213 AIBL Capital Management Limited Peoples Insurance Bhaban (4th Floor) 36 Dilkusha C/A, Dhaka 1000 Exim Islami Investment Limited Printers Building (5th Floor), 5, Rajuk Avenue, Motijheel, C/A Dhaka-1000 BD Finance Capital Holdings Limited 64, Motijheel C/A, 2nd floor, Dhaka A.S.M. Jamaluddin Chairman Mohammad Saleh Ahmed Chief Executive Officer Mohammad Saleh Ahmed Chief Executive Officer Md. Tabarak Hossain Bhuiyan Managing Director & CEO Muhammad Husain Ahmad Faruqi Chief Executive Officer Md Mizanur Rahman FAVP Barun Prasad Paul MD & CEO Tel: Fax: info@infinitytechltd.com Web: Tel: , (Ext. 101) Fax : icl@iidfc.com Web: Tel: , (Ext. 101) Fax: icl@iidfc.com Web: Tel: , Fax : pbil.bd@gmail.com Web: Tel: , , Fax : cml@al-arafahbank.com Web: Tel: , Fax : eiil@eximbankbd.com Web: Tel: Fax : info@bdcapital.com.bd Web: Stock Exchanges Available At Contact Number DHAKA STOCK EXCHANGE LTD. 9/F Motijheel C/A, Dhaka 1000 CHITTAGONG STOCK EXCHANGE LTD. CSE Building, 1080, Sheikh Mujib Road, Chittagong 4100 Masih Muhith Haque & Co. Chartered Accountants Level 13, UTC Building, 8, Panthopoth, Dhaka-1215 DSE Library CSE Library Tel: , Fax: dse@bol-online.com Tel: +88(0) ; Fax: +88(0) info@cse.com.bd Auditor Contact Person Contact Number Masih Malik Chowdhury FCA Managing Partner Tel: Fax: Web: info@masihmuhith.com

3 CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE OR OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF EXECUTIVE OFFICER, MANAGING DIRECTOR, CHIEF FINANCIAL OFFICER, COMPANY SECRETARY, ISSUE MANAGER, ISSUE MANAGER S CHIEF EXECUTIVE OFFICER, UNDERWRITERS, AUDITOR(S), VALUER AND/OR CREDIT RATING COMPANY (IF ANY)." Risks in relation to the First Issue "This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The face value of the securities is Tk (Ten) and the issue price is Tk (Ten) i.e. the face value. The issue price has been determined and justified by the issuer and the issue manager as stated under the paragraph on Justification of Issue Price should not be taken to be indicative of the market price of the securities after listing. No assurance can be given regarding an active or sustained trading of the securities or the price after listing." General Risk "Investment in securities involves a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offer. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended by the Bangladesh Securities and Exchange Commission (BSEC) nor does BSEC guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of risk factors given on page number Infinity Technology International Limited s Absolute Responsibility "The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this prospectus contains all material information with regard to the issuer and the issue, that the information contained in the prospectus are true, fair and correct in all material aspects and are not misleading in any respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect."

4 Availability of Prospectus: Hard Copy and Soft Copy of the Prospectus and Abridged Version of Prospectus of Infinity Technology International Limited may be obtained from the following institutions: Issuer: Name & Address Contact Person Contact Number Infinity Technology International Limited BDBL Bhaban (6th Floor, East)12, Kawran Bazar, Dhaka-1215 Issue Manager: IIDFC Capital Limited Eunoos Trade Center (Level-7), Dilkusha C/A, Dhaka Underwriters: IIDFC Capital Limited Eunoos Trade Center (Level-7), Dilkusha C/A, Dhaka Prime Bank Investment Limited Tajwar Center (5 th Floor), House-34, Road-19/A, Block-E, Banani, Dhaka-1213 AIBL Capital Management Limited Peoples Insurance Bhaban (4th Floor) 36 Dilkusha C/A, Dhaka 1000 Exim Islami Investment Limited Printers Building (5th Floor), 5, Rajuk Avenue, Motijheel, C/A Dhaka-1000 BD Finance Capital Holdings Limited 64, Motijheel C/A, 2nd floor, Dhaka A.S.M. Jamaluddin Chairman Mohammad Saleh Ahmed Chief Executive Officer Mohammad Saleh Ahmed Chief Executive Officer Md. Tabarak Hossain Bhuiyan Managing Director & CEO Muhammad Husain Ahmad Faruqi Chief Executive Officer Md Mizanur Rahman FAVP Barun Prasad Paul MD & CEO Tel: Fax: Web: Tel: , (Ext. 101) Fax : icl@iidfc.com Web: Tel: , (Ext. 101) Fax: icl@iidfc.com Web: Tel: , Fax : pbil.bd@gmail.com Web: Tel: , , Fax : cml@al-arafahbank.com Web: Tel: , Fax : eiil@eximbankbd.com Web: Tel: Fax : info@bdcapital.com.bd Web: Stock Exchanges Available At Contact Number DHAKA STOCK EXCHANGE LTD. 9/F Motijheel C/A, Dhaka 1000 CHITTAGONG STOCK EXCHANGE LTD. CSE Building, 1080, Sheikh Mujib Road, Chittagong 4100 DSE Library CSE Library Tel: , Fax: dse@bol-online.com Tel: +88(0) ; Fax: +88(0) info@cse.com.bd Prospectus would also be available on the web site of BSEC ( DSE ( CSE ( Infinity Technology International Limited ( IIDFC Capital Limited ( and Public Reference Room of the Bangladesh Securities and Exchange Commission (BSEC) for reading and studying. Names and dates of the newspaper where abridged version of Prospectus was published: Sl. No. Name of the spapers Date of Publication [*] [*] [*] [*] [*] [*]

5 DEFINITIONS AND ACRONYMS/ELABORATION Allotment : Letter of allotment for shares BFSI : Banking, Financial services and Insurance BO A/C : Beneficiary Owner Account or Depository Account CDBL : Central Depository Bangladesh Limited CIB : Credit Information Bureau Certificate : Share Certificate Commission : Bangladesh Securities and Exchange Commission Companies Act : Companies Act, 1994 (Act. No. XVIII of 1994) CSE : Chittagong Stock Exchange Limited DSE : Dhaka Stock Exchange Limited FC Account : Foreign Currency Account IPO : Initial Public Offering ITIL : Infinity Technology International Limited Issue : Public Issue Issue Manager : IIDFC CAPITAL Limited Market of the Securities : Share market MP : Market Price NAV : Net Asset Value of the Company NBR : National Board of Revenue NRB : Non Resident Bangladeshi Offering Price : Price of the securities of Infinity Technology International Limited being offered Registered Office : BDBL Bhaban (6 th Floor, East) 12, Kazi Nazrul Islam Avenue, Kawran Bazar, Dhaka RJSC : Registrar of Joint Stock Companies & Firms SC : Share Certificate BSEC : Bangladesh Securities and Exchange Commission Securities : Shares of Infinity Technology International Limited Sponsors : The Sponsors Shareholders of Infinity Technology International Limited STD Account : Short Term Deposit Account Stockholder : Shareholder Subscription : Application money The Company/Issuer : Infinity Technology International Limited (ITIL)

6 TABLE OF CONTENTS Chapter No. Particulars Page No. i. Executive summary 1-9 ii. Conditions imposed by the commission in the consent letter 10 iii. Declaration and due diligence certificates as per annexure- A, B and C iv. About the issuer v. Corporate directory of the Issuer 21 vi. Description of the Issuer vii. Management s discussion and analysis of financial condition viii. Directors and Officers ix. Certain Relationships and Related Transactions x. Executive Compensation xi. Options granted to Directors, Officers and Employees 87 xii Transaction with the Directors and Subscribers to the Memorandum 88 xiii. Ownership of the Company s Securities xiv. Corporate Governance xv. Valuation Report of securities prepared by the Issue Manager xvi. Debt Securities 111 xvii. Parties involved and their responsibilities 112 xviii. Material contracts xix. Outstanding Litigations, Fine or Penalty 1 xx. Risk Factors and Management s Perceptions about the Risks xxi. Description of the Issue xxii. Use of Proceeds xxiii. Lock-in xxiv. Markets for the Securities Being Offered 139 xxv. Description of securities outstanding or being offered xxvi. Financial Statements xxvii. Credit Rating Report 228 xxviii. Public Issue Application Procedure xxix. Others 233

7 CHAPTER (I): EXECUTIVE SUMMARY (a) About the Industry: Software and IT service industry in Bangladesh has crossed a long road over the last few decades. It has matured. The industry no more remains at the sideline. It joined the mainstream. Not only the industry is contributing significantly in the national income, but also it has been playing very crucial role in creating high quality employment for a sizable portion of young graduates of the country. In recent years, Bangladesh is recognized as one of the emerging IT outsourcing and software exporting countries in Southeast Asia. One of the most prominent factors that brought us the global remark is the booming IT industry besides RMG revenue during the last few decades. The contributions being made by the IT industry towards the country s GDP has led to a steady growth of the Bangladeshi economy. While comparing with our neighbor country & one of the strongest competitors in Southeast Asia, Indian IT industry is regarded as a hub of innovators providing world class technology solutions across the globe when we are still thriving to get our names out in the light provided our good works around the globe. But in the last ten years, we ve seen remarkable changes in the growth figures. Renowned international organizations already opened their local offices here in Bangladesh including Microsoft, Accenture etc. This contributed in intangible exports of software and outsourcing of talents achieving a global standard. Over the last few decades, we ve witnessed many ups and downs in our IT industry. Today people from diverse industry and needs adopting information technology more than ever. But a few years back the scenario was not the same. The usage of the internet was very limited and not everybody was aware of its miracles. But with new innovations and developments, IT has burgeoned to become the most integral part of every industry and every way of life. Therefore, the benefits of IT industry cannot be limited to software development alone, the technologies can be applied to areas like hospitals, banks, schools, libraries, airports, shops and many other places with the help of database management systems or through custom made software as per the requirement. Our local market still constitutes the major part of a business of the software and IT service industry (which is almost 63% of the local market). There has been a consistent growth (around 20-30%) in this market over last few years. The trend also shows that the market is maturing in terms of both client requirement and solution response from IT companies. Key drivers for growth in the IT sector are- Supportive policies from the government. Low operation cost and tax advantages. Availability of technically skilled manpower. Rapid introduction of IT technologies in major sectors such as telecom, BFSI. Potential growth in export demand. technology usage like Cloud Computing. Government established Special Economic Zones (SEZ)s. 1

8 (b) About the Issuer: Infinity Technology International Limited (ITIL) is an ISO certified company founded by a group of graduates from US & Australia in 1993 and the leading provider of IT services in large database management solution especially in financial institutions. ITIL partner with major Bangladeshi banks, government agencies, private companies and numerous education institutions to achieve results in core business areas, such as Core Banking Solution (CBS), Payment Gateway & Remittance Solution, Enterprise Resource Planning (ERP) and Laboratory Information Management Systems (LIMS). ITIL works with most major financial institution in the country, including Bangladesh s leading banks that covers onethird of the banking industry of the country. ITIL s banking solutions not only an authentic domestic funds transfer management solution but also an international fund transfer solution through different foreign exchange houses in UK, Sweden, Malaysia, Singapore, Australia, Canada and many countries in Middle East. Besides the banking sector, ITIL have completed many of projects with Criminal Investigation Department (CID) of Bangladesh Police and Nuclear Science Forensic Department of Dhaka Medical College & Hospital. These projects have been successfully executed in collaboration with Qualitype GmbH from Germany and Abbott Informatics from US. Currently ITIL is working with Bangladesh Public Service Commission (BPSC) to develop and integrate their Web based e-recruitment system with Android application. Extending it s arena of business in corporate solution, ITIL has launched it s ERP Solution recently which is well recognized in Ship building industry, meat processing industry and in many service industries. Infinity has been engaged in providing various engineering and application engineering solutions locally as well as globally. Currently with the expertise and dedication of about more than 200 IT professionals serving different commercial and specialized nationalized banks by its own user experiences designed and developed software solutions, using which over millions of transactions are performed flawlessly every second. Besides exposure in the local market, Infinity is successfully operating their centralized web-based payment gateway Remit Infinity beyond national boundaries for the last 10 years. A combination of IT and business experts of the company through its state-of-the-art solutions over the last two decades have been able to establish customer s confidence and trust on Infinity. As a result, Infinity has now become a reliable IT partner of the Banking Industry of the country. Ultimately, this enriched Infinity s knowledge and experience in the banking business and has led to open expanded activities into alternative banking arena like ATM service, Agent Banking, Mobile Banking, Point of Sales (POS) Service, Bill Collection Service, e-ticketing, e- recruitment, e-admission, Data Center etc. Now the era has arrived of Digital Bangladesh with the aspiration of Government of Bangladesh. It is time to advance with our experience towards introducing new technologies and put our valuable contribution to other spheres. Thus the organization has decided to put a step on IPO where public of Bangladesh will team up with Infinity with their investment. Insha-Allah, in the upcoming 2 years Infinity would become the leading IT firm in the IT Industry of Bangladesh. 2

9 Incorporation December 02, 1993 under the companies Act, 1913 vide registration no. C 25068(902) 1993 Commencement of Commercial Operation 1994 Public Limited Company February 25, 2013 Registered Address BDBL Bhaban (6 th Floor, East) 12, Kazi Nazrul Islam Avenue, Kawran Bazar, Dhaka Corporate Office House # 675, (3rd Floor), Road # 10,, Dhaka- 1216, Bangladesh (c) Financial Information: Major financial information of Infinity Technology International Limited is as follows: Amount in BDT Particulars 31-Dec- 30-Jun- 30-Jun Jun Jun Jun-13 Half Year Restated Restated Restated Restated Restated Revenue 32,515,380 87,280, ,770,0 122,653, ,162, ,060,060 Gross Profit 20,986,449 61,075,158 80,353,467 98,514,548 89,991,027 87,666,488 Net Profit /(Loss) before Tax 11,666,490 31,734,307 54,661,320 71,528,833 62,916,783 62,903,894 Net profit/(loss) after tax 11,587,574 31,538,294 54,393,828 71,086,791 62,632,824 62,778,684 Total Assets 580,235, ,879, ,800, ,302, ,193, ,597,520 Share Capital 300,000, ,000, ,000, ,000, ,000, ,000,000 Retained Earnings 229,143,552 2,555, ,109, ,623, ,537,065 77,904,241 No. of Shares 30,000,000 30,000,000 20,000,000 18,000,000 10,000,000 10,000,000 Face Value NAV per Share Earnings Per Share (EPS) Basic Face value of shares on the above table was considered as Tk. 10/- for better presentation. 3

10 (d) Features of the issue and its objects: Offer Price BDT Per Share Number of Ordinary Shares 30,000,000 Shares IPO Size Tk. 300,000,000 The IPO fund will be utilized for Packaged Product Development and Purpose of Raising Fund Customization, Software Development, Enhancement and Integration, Portal Development, Tangible Assets Development and IPO expenses. Date of Implementation The implementation will be completed between 9 months to 12 months upon receipts of IPO proceeds. (e) Legal and Other Information: Particulars Certificate of Incorporation TIN Certificate VAT Certificate Trade License Membership Certificate Membership Certificate Certificate of Registration License Issuer/Issuing Authority Register Joint Stock Companies and Firms, Bangladesh National Board of Revenue, Bangladesh Customs, Excise and VAT Commission rate, Bangladesh Dhaka South City Corporation Bangladesh Computer Samity Bangladesh Association of Software & Information Services Certificate/License No. Issue Date Renewal Date Expiry Date C-25068(902)/93 02 Dec 1993 N/A N/A Jan 2014 N/A N/A Jul 2013 N/A N/A Jul Jul Jun Mar Mar Dec 2018 G Dec 2018 ISOQAR Aug Aug

11 (f) Promoters background: MR. A.S.M JAMALUDDIN CHAIRMAN, BOARD OF DIRECTORS Mr. A S M Jamaluddin son of Advocate A.S.M Zahirul Huda is the Chairman of Infinity Technology International Limited (ITIL). He is one of the founder Directors of the ITIL and held the position of Vice Chairman since its inception in 1993 till He has a notable contribution in establishing the ITIL as a pioneer in the Information Technology industry in Bangladesh and brought the ITIL to a strong position in the field of Software production, business and prospect. Mr. A S M Jamaluddin was born in 1968 in Khulna District. He graduated in Business Administration (BBA) from California, U.S.A. He obtained a professional diploma on Computer Information System and a special level training on production and quality control in Taiwan, R.O.C and in U.S.A and he worked in U.S.A, Malayasia and Thailand. Mr. Jamaluddin possesses nearly 25 years extensive and varied experience in the field of Business on Computers, Information Technology, Engineering, Renewable Energy, Investment Management and Real Estate Business in the country and abroad. He is highly skilled and proficient in Planning & Promotion, Production, Project Implementation and Functional Management. Under his amicable personality and outstanding leadership the ITIL implemented its quality production of on-line, multi-tasking, multi-user based integrated total banking solution for the largest five banks of the country and a variety of IT solutions for many institutions and organizations in the public and private sectors and has established ITIL as a brand name in the IT industry of Bangladesh. Mr. Jamaluddin is father of a daughter and a son. MR. KAZI MOHAMMAD RAHMATULLAH MANAGING DIRECTOR Mr. Kazi Mohammad Rahmatullah son of Kazi Mohammad Abdullah is the Founder Managing Director of Infinity Technology International Limited. He is a Bachelor of Business Administration (BBA) and Engineering Science from the Honolulu University, Hawaii, U.S.A and Alfred State College, Alfred, York, U. S. A. He was born in Rupgonj under Narayongonj District in He is a highly skilled and experienced person in the IT business including Software Production, Project Design and Planning and Implementation. Mr. Kazi Mohammad Rahmatullah has a notable contribution in the field of pioneering the introduction, implementation, development and functioning of computerization and automation system in banking operation in Bangladesh. Under his able leadership and with his relentless efforts the company has established the Infinity as a brand name at home and abroad with Infinity Core Banking Solution (Infinity365), Infinity Banking Solution (IBS), Remit Infinity, E-Recruitment and other Infinity branded Products. 5

12 Mr. Kazi Mohammad Rahmatullah is involved in various social activities. He is presently the President of Kazi Abdul Hamid High School, Rupgonj, Narayongonj, President of 24 Rupgonj Govt. Primary Schools, President of RupgonjBaitunNurJame Mosque, President of Rupgonj Quaderia Darul Ulum Sunniya Madrassa, President of Rupgonj Society, Member of Rupgonj Ideal Kintergarden and President Green Darussalam Apartment Owners Association, Gulshan, Dhaka. MR. A.S.M ASHRAFUDDIN DIRECTOR Mr. A.S.M Ashrafuddin son of Advocate A. S. M Zahirul Huda is the Director of Infinity Technology International Limited. He is an M.A in General History from the Dhaka University. He was born in 1972 in Dhaka District. He is a key person in charge of Admin, Finance and Accounting of the company. Under his dynamic leadership Infinity Technology has successfully implemented Infinity Banking Solution (IBS) in as many as 1200 branches of various banks from the year 2009 up to During this period, he has also led the Infinity Training Team to successfully train up over 5000 bank personnel and successfully handed over each project in line in order to ensure smooth banking operation. Mr. Ashrafuddin is involved in various benevolent Social and cultural activities. He has an extra-ordinary organizing personality. He is the Councilor, Bangladesh Tennis Federation, Dhaka, Vice-President of United District Club (UDC), Bangladesh, Organizing Secretary of NabarunKrira Chakra- Farmgate, Dhaka and Hon ble Member of Bangladesh Computer Samity. He is the father of two daughters. MR. KAZI MOHAMMAD OBAIDULLAH DIRECTOR Mr. Kazi Mohammad Obaidullah son of Kazi Mohammad Abdullah is the Director of Infinity Technology International Limited. He is a B. Sc. in Computer Science from the Alfred State College, York, U. S. A. He was born in Rupgonj under Narayongonj District in He is a Director in charge of Software Development of the company. He has an experience of 22 years in Software Development has IT Proficiency in Operating System, Programming Language, Packages, GUI, Report Design, RDBMS etc. Under his active guidance the ITIL developed 1. Infinity Banking Solutions (IBS), 2. Infinity Centralized web based Remittance Management Solution- Remit Infinity, 3. Infinity on-line banking solution (ABB), 4. ATM Interfacing, 5. Infinity Centralized web based Reconciliation System (IRS), 6. Infinity Centralized web based Accounting System (AccPro) for Service, Manufacturing and Retail Business, 7. Infinity e-recruiting System, 8. Infinity e-admission System, 9. Infinity Centralized web based DNA Bank Solution, 10. Infinity Centralized web based Core Banking (CBS) Infinity-365 and many other software now being used by banks and other institutions. 6

13 MR. KAZI MOHAMMAD AHSANULLAH, DIRECTOR Mr. Kazi Mohammad Ahsanullah was born in Rupgonj under Narayongonj District in He is the son of Kazi Mohammad Abdullah is the Director in charge of Sales and Marketing of Infinity Technology International Limited. He is a B. Sc. in Science and M. Sc in Statistics from the Dhaka University. He did MBA from the IUB, Dhaka, Bangladesh. He received diploma in computer Science and training on software development and technology e- commerce. He has IT Proficiency in Operating System, Programming Language, Packages, GUI, Report Design, RDBMS etc. Mr. Kazi Mohammad Ahsanullah is a Oracle certified Professional (OCP), (Developer Track) and Oracle Application Developer & Web Deployment (Covered Module). Under his able leadership and inventiveness, the ITIL made an outstanding performance in marketing and sales of Infinity products. He has an experience of 16 years in this arena. Mr. Kazi Mohammad Ahsanullah is father of two daughters. MR. A.S.M KAMALUDDIN DIRECTOR Mr. A S M Kamaluddin son of Advocate A.S.M Zahirul Huda is a Director of Infinity Technology International Limited (ITIL) in charge of Support Services, Project Implementation, holding a group of technical people and communication with customers. He has a rich experience in the field of consultancy services on computerization of big banks and organizations. He acted as a chief coordinator in the largest data entry project of the government of Bangladesh in connection with voters ID cards and preparation of voter list. He has an experience of conducting data entry and analysis program for as many as 8 research organizations where 4,200 questionnaires were entered and processed at UNDP project for Higher Secondary Education Project in Dhaka. Mr. A S M Kamaluddin did his MBA from California, U.S.A. He is a hardworking man who contributed a lot in extending and flourishing the ITIL software business particularly by obtaining repetitive work orders from the institutional customers by his active perseverance and persuasion. MR. A. S. M. WALIULLAH INDEPENDENT DIRECTOR Mr. A. S. M. Waliullah, son of Late Abul Hossain, completed his M.Com in Accounting & Finance from Rajshahi University. He worked in different significant positions on banking sector. He was largely responsible for implementation of several critical projects of bank. He is a retired banker with 33 years of banking experience. He held the position of General Manager (GM) when he left Agrani Bank Limited of Central Accounts Division, Head Office, Dhaka. Mr. A.S.M Waliullah joined the board of Infinity Technology International Limited in the year 20 as Independent Director. SABEQUN NAHER INDEPENDENT DIRECTOR Ms. Sabequn Naher, daughter of Mr. A.K.M Saleh Uddin, holds a Master of Social Science (MSS) in national University of Bangladesh of the year She is involved in different type of social activities with her own responsibilities. Sabequn Naher joined the board of Infinity Technology International Limited in the year 20 as Independent Director. 7

14 (g) Capital structure and history of capital raising: The Company intends to issue 30,000,000 ordinary shares of Tk each at par through Initial public offering (IPO) totaling to Tk. 300,000,000 subject to regulatory approvals. Particulars No. of Shares Face Value Amount in BDT Authorized Capital 100,000, ,000,000,000 Before IPO: Paid-up Capital (A) 30,000, ,000,000 After IPO: To be issued through IPO (B) 30,000, ,000,000 Paid up capital (Post IPO) (A+B) 60,000, ,000,000 The Company has raised its paid-up capital in following phases: Particulars of Allotment Date of Allotment Number of Shares Issued Amount of Shares Capital Cash Bonus (BDT) Subscription to the Subscription Memorandum & Articles of Association at the time of 100,000-1,000,000 Incorporation First June 28, ,900,000 99,000,000 Second June 30, ,000,000 80,000,000 Third November 15, ,000 6,000,000 Forth November, ,000 4,000,000 Fifth November 19, ,000 6,000,000 Sixth November 22, ,000 4,000,000 Seventh (Private Placement) December 07, ,000,000 10,000,000 Eighth (Private Placement) January, 20 7,400,000 74,000,000 Ninth(Private Placement) April 16, 20 1,600,000 16,000,000 Total 12,100,000,900, ,000,000 A special resolution is passed dated 25 February, 2013 and duly certified by the RJSC dated 29 June, 2015 to adopt a new Articles of Association. By the said special resolution, the face value of company s share was converted from Tk. 1,000 to Tk

15 (h) Summary of Valuation Report of Securities: Sl. No. Valuation Methods Fair Value (BDT) Method -01 Net Asset Value (NAV) at historical or Current costs.64 Method -02 Historical Earnings based value per share(considering Avg. Sector P/E) Historical Earnings based value per share(considering Avg. Market P/E) Method-03 Yearly Average market price of Similar Stocks Source: Page no

16 CHAPTER (II): CONDITIONS IMPOSED BY THE COMMISSION The condition of BSEC will be inserted after getting the commission s consent letter. 10

17 CHAPTER (III): DECLARATION AND DUE DILIGENCE CERTIFICATES AS PER ANNEXURE-A, B AND C ANNEXURE A DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING THE CEO OF INFINITY TECHNOLOGY INTERNATIONAL LIMITED (ITIL) IN RESPECT OF THE PROSPECTUS [Rule 4 (1)(d)] This prospectus has been prepared, seen and approved by us, and we, individually and collectively, accept full responsibility for the authenticity, accuracy and adequacy of the statements made, information given in the prospectus, documents, financial statements, exhibits, annexes, papers submitted to the Commission in support thereof, and confirm, after making all reasonable inquiries that all conditions concerning this public issue and prospectus have been met and that there are no other information or documents, the omission of which make any information or statements therein misleading for which the Commission may take any civil, criminal or administrative actions against any or all of us as it may deem fit. We also confirm that full and fair disclosures have been made in this prospectus to enable the investors to make a well informed decision for investment. sd/ MR. A.S.M JAMALUDDIN CHAIRMAN BOARD OF DIRECTORS sd/ MR. KAZI MOHAMMAD RAHMATULLAH MANAGING DIRECTOR sd/ MR. A.S.M ASHRAFUDDIN DIRECTOR sd/ MR. KAZI MOHAMMAD OBAIDULLAH DIRECTOR sd/ MR. KAZI MOHAMMAD AHSANULLAH DIRECTOR sd/ MR. A.S.M KAMALUDDIN DIRECTOR sd/ MR. A.S.M WALIULLAH INDEPENDENT DIRECTOR sd/ MS. SABEQUN NAHAR INDEPENDENT DIRECTOR Date: 08 April

18 To DUE DILIGENCE CERTIFICATE BY THE ISSUE MANAGER (IIDFC Capital Limited) [See rule 4 (1) (d)] ANNEXURE-B The Bangladesh Securities and Exchange Commission Sub: Public Issue of 30,000,000 Ordinary Shares of Tk. 300,000,000 by Infinity Technology International Limited. Dear Sir, We, the issue manager(s) to the above-mentioned forthcoming issue, state and confirm as follows: 1. We have examined all the documents submitted with the application for the above mentioned public issue, visited the premises of the issuer and interviewed the Chairperson, Directors and key management personnel of the issuer in connection with the finalization of the red-herring prospectus/ prospectus/information memorandum pertaining to the said issue; 2. On the basis of such examination and the discussions with the directors, officers and auditors of the issuer, other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer. WE CONFIRM THAT: (a) The prospectus filed with the Commission is in conformity with the documents, materials and papers relevant to the issue; (b) All the legal requirements relating to the issue as also in the rules, notification, guidelines, instructions, etc. framed/issued by the Commission, other competent authorities in this behalf and the Government have been duly complied with; (c) The disclosures made in prospectus are true, fair and adequate to enable the investors to make a well informed decision for investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act, 1994, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and other applicable laws; (d) Besides ourselves, all the intermediaries named in the prospectus are registered with the Commission and that till date such registrations are valid; (e) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting commitments; (f) The proposed activities of the issuer for which the funds are being raised in the present issue fall within the main objects listed in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have been carried out till now are valid in terms of the object clause of its Memorandum of Association; (g) Necessary arrangements have been made to ensure that the moneys to be received pursuant to the issue shall be kept in a separate bank account and shall be used for the purposes disclosed in the use of proceeds section of the prospectus; (h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 have been made in addition to other disclosures which, in our view, are fair and adequate to enable the investor to make a well informed decision; 12

19 (i) We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of current business background or the issuer, situation at which the proposed business stands, the risk factors, sponsors experiences etc. We also confirm that the due diligence related process, documents and approval memos shall be kept in record by us for the next 5 (five) years after the IPO for any further inspection by the Commission; (j) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 containing details such as the rule number, its text, the status of compliance, page numbers of the red-herring prospectus/ prospectus/ information memorandum where the rules has been complied with and our comments, if any; (k) We also declare that we have managed the public issue of following issuers in the last 05 (five) years: Sl. No. Name of the Issue Issue Month/Year Issue Price (Tk.) Dividend Payment History (Year Wise) Nil Sd/- Place: Dhaka Date: Mohammed Saleh Ahmed Chief Executive Officer IIDFC Capital Limited 13

20 ANNEXURE - C DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (IIDFC Capital Limited) [See rule 4 (1)(d)] To The Bangladesh Securities and Exchange Commission Sub: Public offer of 30,000,000 Ordinary Shares of Tk. 300,000,000 of Infinity Technology International Limited. Dear Sir, We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows: 1. We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus, other documents and materials as relevant to our underwriting decision; and 2. On the basis of such examination and the discussions with the issuer company, its directors and officers, and other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company. WE CONFIRM THAT: a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 600,000,000 (Taka Sixty Crore Only) and we have the capacity to underwrite a total amount of Tk. 3,000,000,000 (Taka Three Hundred Crore Only) as per relevant legal requirements. We have committed to underwrite for up to BDT 35,000,000 (Taka Three Core Fifty Lac) only for the upcoming issue. b) At present, the following underwriting obligations are pending for us: SI. No. Name of The Company Amount Underwritten (Taka) 1 Mohammed Elias Brothers POY Manufacturing Plant Limited 3,500, AB Bank Limited (Rights Share Offer ) 280,000, Bashundhara Paper Mills Ltd. 25,000, Infinity Technology International Limited 35,000, SK Trims & Industries Limited. 25,000, Popular Pharmaceuticals Limited 10,000, Runner Automobiles Limited 15,000, Total 393,500, c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us; d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and e) This underwriting commitment is unequivocal and irrevocable. For the Underwriter: Sd/- Mohammed Saleh Ahmed Chief Executive Officer IIDFC Capital Limited Date: 08/ 04/

21 DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (Prime Bank Investment Limited) [See rule 4 (1)(d)] To The Bangladesh Securities and Exchange Commission ANNEXURE - C Sub: Public Issue of 30,000,000 Ordinary Shares of Tk. 300,000,000 by Infinity Technology International Limited. Dear Sir, We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows: 1. We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus, other documents and materials as relevant to our underwriting decision; and 2. On the basis of such examination and the discussions with the issuer company, its directors and officers, and other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company. WE CONFIRM THAT: (a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk.3,000,000, (Three Hundred Crore Only) and we have the capacity to underwrite a total amount of Tk. 15,000,000,000 (Taka Fifteen Hundred Crore) as per relevant legal requirements. We have committed to underwrite for up to Tk. 35,000,000 (Three Crore Fifty Lac Only) for the upcoming issue. (b) At present, the following underwriting obligations are pending for us: Sl. No. Name of the Company Amount Underwritten (in BDT) 1. Ashuganj Power Station Company Limited 10,000, Alliance Holdings Limited 41,250, GQ Ball Pen Industries Limited 40,200, Aman Cotton Fibrous Limited 20,000, Genuity Systems Limited 50,000,000 Total Amount 161,450,000 (c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us; (d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and (e) This underwriting commitment is unequivocal and irrevocable. For the Underwriter: Sd/- Md. Tabarak Hossain Bhuiyan Managing Director & CEO Place: Dhaka Date: February 19,

22 DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (AIBL Capital Management Limited) [Rule 4 (1) (d)] To The Bangladesh Securities and Exchange Commission ANNEXURE - C Sub: PUBLIC OFFER OF 30,000,000 ORDINARY SHARES OF TK. 300,000,000/- OF INFINITY TECHNOLOGY INTERNATIONAL LIMITED. Dear Sir, We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows: 1. We, while underwriting the above-mentioned issue on a firm commitment basis, have examined the draft prospectus, other documents and materials as relevant to our underwriting decision; and 2. On the basis of such examination and the discussions with the issuer company, its directors and officers, and other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company. WE CONFIRM THAT: a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk.500,000,000 (Taka Fifty Crore only) and we have the capacity to underwrite a total amount of Tk. 2,500,000,000 (Taka Two Hundred and Fifty Crore Only) as per relevant legal requirements. We have committed to underwrite for up to Tk 10,000, (Taka One Crore only) for the upcoming issue. b) At present, the following underwriting obligations are pending for us: Sl. Name of the Company Underwritten (in BDT) 1 Ratanpur Steel Re-Rolling Mills Ltd. 50,000, Silva Pharmaceuticals Limited 25,000, Mohammed Elias Brothers POY Manufacturing Plant Limited 16,000, Line Clothings Limited. 45,000, Kattali Textile Limited 30,000, Total 166,000, c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us; d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and e) This underwriting commitment is unequivocal and irrevocable. For the Underwriter: Sd/ Muhammad Husain Ahmad Faruqi Chief Executive Officer AIBL Capital Management Limited Place: Dhaka Date: January 23,

23 DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (BD Finance Capital Holdings Limited) [Rule 4 (1) (d)] To The Bangladesh Securities and Exchange Commission ANNEXURE - C Subject: Public offer of 30,000,000 Ordinary Shares of Tk. 300,000,000 of Infinity Technology International Limited. Dear Sir, We, the under-noted Underwriter (s) to the above mentioned forthcoming issue, state individually and collectively as follows: (1) We, while underwriting the above-mentioned issue on a firm commitment basis, have examined the draft prospectus, other documents and materials as relevant to our underwriting decision; and (2) On the basis of such examination and discussion with the issuer company, its directors and officers and other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer Company. WE CONFIRM THAT: (a) We are registered with the Bangladesh Securities and Exchange Commission as a Merchant Banker and eligible to carry out the underwriting activities. Our Present paid- up capital stands at TK. 268,750,000/- (Taka Twenty Six Crore Eighty Seven Lac Fifty Thousand only) and we have the capacity to underwrite a total amount of TK. 1,343,750,000/-(Taka One Hundred Thirty Four Crore Thirty Seven Lac Fifty Thousand Only) as per relevant legal requirements. We have committed to underwrite for up to TK.10, 000,000 /-(Taka One Crore) Only for the upcoming issue. (b) At present, the following underwriting obligations are pending for us: Sl Name Of The Company Amount Underwritten(Taka) 1 Bashundhara Paper Mills Ltd 25,000, AB Bank Limited 250,000, Express Insurance Limited 15,000, Total 290,000, (c) All information as are relevant to our underwriting decision have been received by us and that draft prospectus forwarded to the commission has been approved by us; (d) We shall have subscribed and take up the un-subscribed securities against the above- mentioned Public issue within 15 (fifteen) days of calling up thereof by the issuer; and (e) This underwriting commitment is unequivocal and irrevocable. For the Underwriter: Sd/ Barun Prasad Paul Managing Director & CEO (CC) BD Finance Capital Holdings Limited Date: January 21, 2018

24 To DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (EXIM Islami Investment Limited) [Rule 4 (1) (d)] ANNEXURE - C The Bangladesh Securities and Exchange Commission Sub: Public Offer of 30,000,000 Ordinary Shares of Tk. 300,000, by Infinity Technology International Limited. Dear Sir, We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows: (1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus, other documents and materials as relevant to our underwriting decision; and (2) On the basis of such examination and the discussions with the issuer company, its directors and officers, and other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company. WE CONFIRM THAT: (a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 1,000,000, (One Hundred Crore only) and we have the capacity to underwrite a total amount of Tk. 5,000,000, (Five Hundred Crore only) as per relevant legal requirements. We have committed to underwrite for up to Tk. 15,000, (One crore fifty lac) for the upcoming issue. (b) At present, the following underwriting obligations are pending for us: (Name of issue and amount underwritten) Sl. Name of the Company Amount Underwritten (TK.) 1 Metrocem Cement Limited 50,000, Ananda Shipyard & Slipways Limited 18,180, Silva Pharmaceuticals Limited 20,000, Total 88,180, (c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us; (d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and (e) This underwriting commitment is unequivocal and irrevocable. For the Underwriter: Sd/ Abu Hena Md. Mohsin Chief Executive Officer EXIM Islami Investment Limited Date: January 22,

25 CHAPTER (IV): About the Issuer a) Name of the issuer, dates of incorporation and commencement of its commercial operations, its logo, addresses of its registered office, other offices and plants, telephone number, fax number, contact person, website address and address; Name of the Issuer Infinity Technology International Limited (ITIL) Date of incorporation December 02, 1993 Commencement of its commercial operations 1994 Company Logo Registered Office BDBL Bhaban (6 th Floor, East) 12, Kazi Nazrul Islam Avenue, Kawran Bazar, Dhaka-1215 Other Office (Main Office) House # 675, (3rd Floor), Road # 10,, Dhaka-1216,Bangladesh Telephone Number Fax Number Contact Person Website Address Address A.S.M. Jamaluddin, Chairman info@infinitytechltd.com b) The names of the sponsors and directors of the issuer SL. Name of the Sponsors Position 1 Mr. A.S.M. Shihabuddin Sponsor 2 Mr. A.S.M. Shahabuddin Sponsor 3 Mr. K.M. Barkatullah Sponsor 4 Mr. K.M. Hamidullah Sponsor 5 Ms. Ferdous Sharmina Osman Sponsor 6 Ms. Abeda Parveen Sponsor SL. Name of the Directors Position 1 Mr. A.S.M. Jamaluddin Chairman 2 Mr. K.M. Rahmatullah Managing Director 3 Mr. A.S.M. Kamaluddin Director 4 Mr. A.S.M. Ashrafuddin Director 5 Mr. K.M. Obaidullah Director 6 Mr. K.M. Ahsanullah Director 19

26 c) The name, logo and address of the auditors and registrar to the issue, along with their telephone numbers, fax numbers, contact persons, website and addresses: Name Masih Muhith Haque & Co., Chartered Accountants Logo Address Level 13, UTC Building, 8, Panthopoth, Dhaka-1215,Bangladesh Telephone Number , Fax Number Contact Person Website address Address Masih Malik Chowdhury FCA, Managing Partner d) The name(s) of the stock exchanges where the specified securities are proposed to be listed. Stock Exchanges DHAKA STOCK EXCHANGE LIMITED 9/F Motijheel C/A, Dhaka CHITTAGONG STOCK EXCHANGE LTD.CSE Building, 1080, Sheikh Mujib Road, Chittagong Tel: Fax: Tel: Fax:

27 CHAPTER (V): CORPORATE DIRECTORY OF THE ISSUER Name of the Issuer : Infinity Technology International Limited (ITIL) Company Logo : Legal Position : Date of Incorporation : December 02, 1993 Registration No : C-25068(902)/93 Commencement of business : 1994 Incorporated in Bangladesh as a Private Limited Company on December 02, Authorized Capital : Authorized Capital 100,000,000 Ordinary Share of Tk each Paid-Up Capital : Paid-up Capital- 30,000,000 Ordinary Share of Tk each Registered Office : BDBL Bhaban (6 th Floor, East)12, Kazi Nazrul Islam Avenue, Kawran Bazar, Dhaka-1215 Auditor : Masih Muhith Haque & Co., Chartered Accountants Manager of Issue : IIDFC Capital Limited Company Secretary : Md. Monjurul Karim Mojumdar Banker of the Company : Al-Arafah Islami Bank Limited : Dutch Bangla Bank Limited 21

28 CHAPTER (VI): DESCRIPTION OF THE ISSUER a) Summary: (i) The summary of the industry and business environment of the Issuer: Summary of the industry: "Digital Bangladesh" is an integral part of the government's Vision 2021-which promises a prosperous and equitable middle-income Bangladesh by its golden jubilee of independence. Honorable Prime Minister Sheikh Hasina has outlined the Digital Bangladesh having four key priorities: i) developing human resources ready for the digital age; ii) connecting citizens in the ways most meaningful to them; iii) taking services to citizens' doorsteps; and, iv) making the private sector and market more productive and competitive through the use of digital technology. ICT is the backbone of any digital initiative and it covers the vast area of information technology, communication technology and the telecommunication technology. Government Support to IT Government has formulated a roadmap for development in ICT in The activities are clustered in six categories: industry, infrastructure, e-governance, human resources development, laboratories and services. The roadmap for the industry has set targets to generate 1,000 innovations, raising software export earnings to $5 billion by 2021, developing an eco-system for the gaming industry etc. Moreover, innovation and entrepreneurship academies will be set up. The government has identified 100 aspects of the judiciary where ICT can be harnessed and assist in the resolution of 3 million cases currently in backlog. Promote Economic Growth Bangladesh is now considered to be among the next high prospect destinations in the segment, with accolades from AT Kearney, Gartner, Goldman Sachs and a host of others. In budget for FY , the tax waiver on income from software and ITES has proposed to be extended to 2024 from June 30, 2019 now-- in line with the government's Digital Bangladesh vision. Total earnings of the industry in FY were USD 650 million, out of which exports amounted to USD million (source: EPB). The prospects of the sector have compelled the government of Bangladesh to set a target of USD 1 billion export earnings by 2018.With current trend of export, capacities and available resources, the target notches up USD $5 billion by The ICT sector has added US$ 400 million to the export income of 2015 alone. 22

29 Export Trends in Recent Years Source: EPB In 2016, world's leading management consultancy firm AT Kearney reported that, due to notable growth in IT outsourcing, business processing outsourcing (BPO) and software development, Bangladesh has secured 22nd place in Global Service Location Index (GSLI) Significant Achievements Bandwidth capacity of submarine cable has been already raised to 200 GBPS from Another 1600 GBPS was added by September 20. Approximately, 3, 00,000 IT and ITES professionals with majority IT and other graduates are currently employed in the industry. Software and IT Industry at a Glance No. of registered Software and ITES Companies: 4,500+ No. of BASIS Member Companies: 1,031 Demand for software in the local market: Tk. 3.0 Billion (300 crore) No. of IT/ITES Professionals: 3, 00, 000 (appr.) Market value Export: US $400+ million (Ministry of Finance) BASIS estimated Export: US $700 million 23

30 (ii) Summary of consolidated financial, operating and other information: As the issuer don t have any subsidiary company, it is not applicable. b) General Information: (i) Name and address, telephone and fax numbers of the registered office, corporate head office, other offices, factory, business premises and outlets of the issuer: Registered Office Name Infinity Technology International Limited (ITIL) Address BDBL Bhaban (6 th Floor, East) 12, Kawran Bazar, Dhaka-1215 Telephone Number Fax Number Corporate Office Name Infinity Technology International Limited (ITIL) Address House # 675, (3rd Floor), Road # 10,, Dhaka- 1216,Bangladesh Telephone Number , , Fax Number (ii) The board of directors of the issuer: Sl. No. Name of the Board of Directors Designation 1 Mr. A.S.M. Jamaluddin Chairman 2 Mr. K.M. Rahmatullah Managing Director 3 Mr. A.S.M. Kamaluddin Director 4 Mr. A.S.M. Ashrafuddin Director 5 Mr. K.M. Obaidullah Director 6 Mr. K.M. Ahsanullah Director 7 Mr. A. S. M. Waliullah Independent Director 8 Ms. Sabequn Nahar Independent Director (iii) Names, addresses, telephone numbers, fax numbers and addresses of the chairman, managing director, whole time directors, etc. of the issuer: Sl. Name Designation Address Telephone, fax & address Telephone: , 44/K, Indira Road, Tejgaon, 1 Mr. A.S.M. Jamaluddin Chairman Fax: , Dhaka chairman@infinitytechltd.com 2 Mr. K.M. Rahmatullah 3 4 Mr. A.S.M. Kamaluddin Mr. A.S.M. Ashrafuddin Managing Director Director Director 5 Mr. K.M. Obaidullah Director 6 Mr. K.M. Ahsanullah Director Road No. 114, House No. 25, Gulshan, Dhaka /K, Indira Road, Tejgaon, Dhaka /K, Indira Road, Tejgaon, Dhaka-1215 Road No. 114, House No. 25, Gulshan, Dhaka-1212 Road No. 114, House No. 25, Gulshan, Dhaka-1212 Telephone: , Fax: , md@infinitytechltd.com Telephone: , Fax: , kamalsdesk@gmail.com Telephone: , Fax: , infinitysolutions2000@gmail.com Telephone: , Fax: , obaidullah.kazi@yahoo.com Telephone: , Fax: , saanu71@yahoo.com 24

31 (iv) Names, addresses, telephone numbers, fax numbers and addresses of the CFO, company secretary, legal advisor, auditors and compliance officer; Sl. Telephone, fax numbers & E- Name Position Address No. mail address Cell: , Chief Financial Officer 1. Md. Motiar Rahman 38/A, Azimpur, Dhaka. (Acting) 2. Md. Monjurul Karim Mojumdar Company Secretary & Compliance Officer 3. Masih Muhith Haque & Co. Auditor 70/E Nargis Bhaban, Indira Road, Sher-E-Banglanagar, Dhaka Level 13, UTC Building, 8, Panthopoth, Dhaka-1215,Bangladesh Cell: , Telephone: , Fax: , (v) Names, addresses, telephone numbers, fax numbers, contact person, website addresses and addresses of the issue manager(s), registrar to the issue etc; Sl. Telephone, fax numbers, Issue Manager Contact Person No. address Tel: , IIDFC Capital Limited (Ext. 101) Mohammad Saleh Ahmed 1 Eunoos Trade Center (Level-7), Fax : Chief Executive Officer Dilkusha C/A, Dhaka icl@iidfc.com Web: (vi) The following details of credit rating, where applicable: As per Section 3 of Credit Ratings Companies Rules, 1996, no credit rating report is required for the Company. (vii) Following details of underwriting: a) The names, addresses, telephone numbers, fax numbers, contact persons and addresses of the underwriters and the amount underwritten by them; Sl. Telephone & Fax Numbers Underwritten Name Contact Person No. Website & Address Amount In BDT Tel: , 1. IIDFC Capital Limited (Ext. 101) Mohammad Saleh Ahmed Fax : Chief Executive Officer icl@iidfc.com Web: 35,000,000 Tel: , Prime Bank Investment Khandoker Raihan Ali FCA Fax : Limited VP & CFO pbil.bd@gmail.com 35,000,000 Web: 3 Tel: , , PABX AIBL Capital Management Muhammad Husain Ahmad Fax : Limited Faruqi cml@al-arafahbank.com 10,000,000 Web: 4 Tel: , Exim Islami Investment Fax : Md Mizanur Rahman Limited eiil@eximbankbd.com 15,000,000 Web: 5 Tel: BD Finance Capital Fax : Barun Prasad Paul Holdings Limited info@bdcapital.com.bd Web: 10,000,000 Total 35% of 300,000, ,000,000 25

32 b) Declaration by the underwriters that they have sufficient resources as per the regulatory requirements to discharge their respective obligations; As per the Declaration by the underwriters (Chapter III, Due Diligence Certificate of the Underwriters), they are registered with the Bangladesh Securities and Exchange Commission as merchant bankers and eligible to carry out the underwriting activities and have the adequate capacity to underwrite as per relevant legal requirements. Declaration by the IIDFC Capital Limited We are one of the underwriters of the Initial Public Offering (IPO) of Infinity Technology International Limited. We will underwrite BDT 35,000,000 for the upcoming issue on a firm commitment basis. In this connection, we hereby declare that: We have sufficient resources as per the regulatory requirements to discharge our respective obligations. For the Underwriter: Sd/- Mohammed Saleh Ahmed Chief Executive Officer IIDFC Capital Limited Declaration by the Prime Bank Investment Limited We are one of the underwriters of the Initial Public Offering (IPO) of Infinity Technology International Limited. We will underwrite BDT 35,000,000 for the upcoming issue on a firm commitment basis. In this connection, we hereby declare that: We have sufficient resources as per the regulatory requirements to discharge our respective obligations. For the Underwriter: Sd/- Md. Tabarak Hossain Bhuiyan Managing Director & CEO Prime Bank Investment Limited Declaration by the AIBL Capital Management Limited We are one of the underwriters of the Initial Public Offering (IPO) of Infinity Technology International Limited. We will underwrite BDT 10,000,000 for the upcoming issue on a firm commitment basis. In this connection, we hereby declare that: We have sufficient resources as per the regulatory requirements to discharge our respective obligations. For the Underwriter: Sd/- Muhammad Husain Ahmad Faruqi Managing Director & CEO AIBL Capital Management Limited Declaration by the EXIM Islami Investment Limited We are one of the underwriters of the Initial Public Offering (IPO) of Infinity Technology International Limited. We will underwrite BDT 15,000,000 for the upcoming issue on a firm commitment basis. In this connection, we hereby declare that: We have sufficient resources as per the regulatory requirements to discharge our respective obligations. For the Underwriter: Sd/- Abu Hena Md. Mohsin Chief Executive Officer EXIM Islami Investment Limited 26

33 Declaration by the BD Finance Capital Holdings Limited We are one of the underwriters of the Initial Public Offering (IPO) of Infinity Technology International Limited. We will underwrite BDT 10,000,000 for the upcoming issue on a firm commitment basis. In this connection, we hereby declare that: We have sufficient resources as per the regulatory requirements to discharge our respective obligations. For the Underwriter: Sd/- Barun Prasad Paul Managing Director & CEO (CC) BD Finance Capital Holdings Limited c) Major terms and conditions of the underwriting agreements. (i) (ii) As per the guideline of Bangladesh Securities and Exchange Commission, 35% of Initial Public Offering (IPO) i.e. 105,000,000 ordinary shares of Tk per share totaling Tk.1,050,000,000 shall have to be underwritten by the Underwriters, subject to the terms stated as follows: The IPO shall stand cancelled and the application money shall be refunded immediately (but not later than 5 (five) weeks from the date of the subscription closer), if any of the following events occur: (a) Upon closing of the subscription list it is found that the total number of the valid applications is less than the minimum requirement as specified in the listing regulations of the stock exchanges. (b) At least 65% of the IPO is not subscribed. (iii) (iv) The Company shall issue 30,000,000 Ordinary Shares of Tk per share for public subscription through publishing a Prospectus in accordance with the consent of the Bangladesh Securities and Exchange Commission and the provision of this Agreement. Prior to publication of the prospectus, the Company shall have obtained consent from the Bangladesh Securities and Exchange Commission permitting the issue as described in Article 2.01 and providing for payment of underwriting commission 0.50% (zero point five zero percent) on the amount underwritten. (v) If and to the extent that the shares offered to the public by a prospectus authorized hereunder shall not have been subscribed and paid for in cash in full by the Closing Date, the Company shall within 10 (ten) days of the closure of subscription call upon the underwriters in writing with a copy of the said writing to the Bangladesh Securities and Exchange Commission, to subscribe the shares not so subscribed by the closing date and to pay for in cash in full, inclusive of any premium if applicable, for such unsubscribed shares within 15 (fifteen) days after being called upon to do so. The amount so received shall be credited to the share subscription account of the Company within the said period. If payment is made by Cheque/Bank Draft by the Underwriter, it will be deemed that the Underwriter has not fulfilled his obligation towards his underwriting commitment under this Agreement, until such time as the Cheque/Bank Draft has been encashed and the Company s share subscription account credited. (vi) In any case within 7 (seven) days after the expiry of the aforesaid 15 (fifteen) days, the Company shall send proof of subscription and payment by the underwriters to the Commission. In the case of failure by the 27

34 underwriter to pay for the shares within the stipulated time, the Company/Issuer will be under no obligation to pay any underwriting commission under this Agreement. c) Capital Structure: (i) Authorized, issued, subscribed and paid-up capital (number and class of securities, allotment dates, nominal price, issue price and form of consideration): Class of Nominal Issue Particulars No of Shares Amount in BDT Securities Price Price Authorized Capital 100,000,000 Ordinary Share ,000,000,000 Issued, Subscribed and Paid-Up 30,000,000 Ordinary Share ,000,000 Capital The Company has raised its paid-up capital in following phases: Number of Shares Issued Amount of Particulars of Allotment Date of Allotment Shares Capital Cash Bonus (BDT) Subscription Subscription to the Memorandum & Articles of Association at the 100,000-1,000,000 time of Incorporation First June 28, ,900,000 99,000,000 Second June 30, ,000,000 80,000,000 Third November 15, ,000 6,000,000 Forth November, ,000 4,000,000 Fifth November 19, ,000 6,000,000 Sixth November 22, ,000 4,000,000 Seventh (Private Placement) December 07, ,000,000 10,000,000 Eighth (Private Placement) January, 20 7,400,000 74,000,000 Ninth(Private Placement) April 16, 20 1,600,000 16,000,000 Total 12,100,000,900, ,000,000 (ii) Size of the present issue, with break-up (number of securities, description, nominal value and issue amount): Description Number of Securities Offered Percentage Breakup of Securities Nominal Value Issue Amount in BDT For Eligible Investors 15,000,000 50% Offer price Tk. 10 each ,000,000 For General Public 15,000,000 50% Offer price Tk. 10 each ,000,000 Total 300,000,000 (iii) Paid up capital before and after the present issue, after conversion of convertible instruments (if any) and share premium account (before and after the issue); Particulars No. of Issue Securities Price Amount in BDT Paid-up capital before the present issue 30,000, ,000,000 Paid-up capital after the present issue 60,000, ,000,000 Paid-up capital after conversion of convertible instruments (if any) N/A Share premium account before the present issue N/A Share premium account after the present issue N/A 28

35 (iv) Category wise shareholding structure with percentage before and after the present issue and after conversion of convertible instruments (if any); Category wise shareholding structure with percentage before and after the present issue and after conversion of convertible instruments (if any) as follows: SL. No. of Ordinary Shares Hold Percentage of Holding After conversion Category of Shareholders No. Pre IPO Post IPO Pre IPO Post IPO Pre IPO Post IPO 1 Directors & Sponsors 18,740,000 18,740, % 31.23% 2 Other than Directors & Sponsors 11,260,000 11,260, % 18.77% EI excluding mutual funds - 12,000, % Eligible investor 3 & CIS (EI) Mutual Funds - 3,000, % and CIS N/A N/A 4 NRB - 3,000, % General Public GP excluding (GP) - 12,000, % NRB* Total 30,000,000 60,000, % 100% - - The Company has no convertible instruments. 29

36 (v) Where shares have been issued for consideration in other than cash at any point of time, details in a separate table, indicating the date of issue, persons to whom those are issued, relationship with the issuer, issue price, consideration and valuation thereof, reasons for the issue and whether any benefits have been accrued to the issuer out of the issue S/N List of Shareholders Relationship with the issuer Allotment at 1st Bonus (99 for 1) on Allotment at 2nd Bonus (8 for 10) on Mr. A.S.M. Jamaluddin Chairman 693, ,000 2 Mr. K.M. Rahmatullah Managing Director 693, ,000 3 Mr. A.S.M. Ashrafuddin Director 693, ,000 4 Mr. K.M. Obaidullah Director 693, ,000 5 Mr. A.S.M. Kamaluddin Director 693, ,000 6 Mr. K.M. Ahsanullah Director 693, ,000 7 Mr. A.S.M. Shihabuddin Sponsors 693, ,000 8 Mr. K.M. Barkatullah Sponsors 693, ,000 9 Mr. A.S.M. Shahabuddin Sponsors 693, , Mr. K.M. Hamidullah Sponsors 693, , FerdousSharmina Osman Sponsors 1,138, , AbedaParveen Sponsors 1,138, , GaziMunibur Rahman Shareholder 198, , Ruby Ahmed Shareholder 99,000 80, Saima Ahmed Shareholder 99,000 80, Asif Ahmed Shareholder 99,000 80,000 Nasiha Ahmed Shareholder 99,000 80, Hemayet Uddin Ahmed Shareholder 29,700 24, MahbubAnam Shareholder 19,800 16, Salahuddin M Abdullah Shareholder 19,800 16, Tripti Rani Ghosh Shareholder 29,700 24,000 Total 9,900,000 8,000,000 Reasons for the issue Distribution of Accumulated Profit Consideration & Valuation Other than Cash (Bonus) Benefits from the issue Enhancement of Capital Base and Re-investment Issue Price 10/= (vi) Where shares have been allotted in terms of any merger, amalgamation or acquisition scheme, details of such scheme and shares allotted; The Company has not issued any shares in terms of merger, amalgamation or acquisition scheme. (vii) Where the issuer has issued equity shares under one or more employee stock option schemes, date-wise details of equity shares issued under the schemes, including the price at which such equity shares were issued; The Company has not issued any equity shares under one or more employee stock option schemes. (viii) If the issuer has made any issue of specified securities at a price lower than the issue price during the preceding two years, specific details of the names of the persons to whom such specified securities have been issued, relation with the issuer, reasons for such issue and the price thereof; The Company has not made any issue of specified securities at a price lower than the issue price during the preceding two years. (ix) The decision or intention, negotiation and consideration of the issuer to alter the capital structure by way of issue of specified securities in any manner within a period of one year from the date of listing of the present issue; 30

37 The Company has no such decision or intention, negotiation and consideration to alter the capital structure by way of issue of specified securities in any manner within a period of one year from the date of listing of the present issue. (x) The total shareholding of the sponsors and directors in a tabular form, clearly stating the names, nature of issue, date of allotment, number of shares, face value, issue price, consideration, date when the shares were made fully paid up, percentage of the total pre and post issue capital, the lock in period and the number and percentage of pledged shares, if any, held by each of them; S/ N List of Shareholders Mr. A.S.M. Kamaluddin Mr. A.S.M. Jamaluddin Mr. A.S.M. Ashrafuddin Mr. A.S.M. Shihabuddin Mr. A.S.M. Shahabuddin Mr. K.M. Rahmatullah Mr. K.M. Barkatullah Mr. K.M. Obaidullah Mr. K.M. Ahsanullah Mr. K.M. Hamidullah FerdousShar mina Osman AbedaParvee n GaziMunibur Rahman No. of Share of Tk each at incorporati on Transfer on Balan ce Balance after change of denominati on to Tk. 10 each on Allotment at 1st Bonus (99 for 1) on No. of Share of Tk. 10 each Allotment at 2nd Bonus (8 for 10) on Right Shares at par Tk.10 each for cash , , & Placement Shares at par Tk.10 each for cash , & Total Share , , , ,000-1,460, % 2.43% 3 Years , , , ,000-1,460, % 2.43% 3 Years , , , ,000-1,460, % 2.43% 3 Years , , , ,000-1,460, % 2.43% 3 Years , , , ,000-1,460, % 2.43% 3 Years , , , ,000-1,460, % 2.43% 3 Years , , , ,000-1,460, % 2.43% 3 Years , , , ,000-1,460, % 2.43% 3 Years , , , ,000-1,460, % 2.43% 3 Years , , , ,000-1,460, % 2.43% 3 Years ,500 1,138, , ,070, % 3.45% 3 Years ,500 1,138, , ,070, % 3.45% 3 Years , , , , % 0.60% 1 Year Pre IPO % Post IPO % Lockedin Year(s) 14 Ruby Ahmed ,000 99,000 80, , % 0.30% 1 Year 15 Saima Ahmed ,000 99,000 80, , % 0.30% 1 Year 16 Asif Ahmed ,000 99,000 80, , % 0.30% 1 Year 18 Nasiha Ahmed Hemayet Uddin Ahmed ,000 99,000 80, , % 0.30% 1 Year ,700 24, , % 0.09% 1 Year 19 MahbubAnam ,800 16, , % 0.06% 1 Year Salahuddin M Abdullah Tripti Rani Ghosh ABACI Investments Limited (MDA) BMSL Investments Limited Md. Mazharul Islam Chowdhury ,800 16, , % 0.06% 1 Year ,700 24, , % 0.09% 1 Year ,200,000 1,200, % 2.00% 1 Year , , % 1.33% 1 Year ,000 50,000 0.% 0.08% 1 Year 31

38 25 Prilink Securities Ltd , , % 0.% 1 Year 26 Farida Banu , , % 0.33% 1 Year Dr. Md. Abu Syed Tito Dr. Md. Zahirul Islam Md. Gias Uddin BD Finance Capital Holdings Limited Md. Habibur Rahman , , % 0.50% 1 Year , , % 0.% 1 Year ,000 50,000 0.% 0.08% 1 Year , , % 0.83% 1 Year , , % 0.42% 1 Year 32 A.N.M Yeahea , , % 0.83% 1 Year 33 Haseeb Ahmed , , % 0.42% 1 Year 34 Azmat Niaz , , % 0.42% 1 Year Bangladesh Ship Breaking Ltd. Al-Haj Abdul Malek Mollah Shegufta Rahman Prima Rukhna Rahman Tasha Mr. Salim Rahman , , % 0.83% 1 Year , , % 0.42% 1 Year , , % 0.42% 1 Year , , % 0.42% 1 Year , , % 0.83% 1 Year 40 Abdus Samad ,000,000 1,000, % 1.67% 1 Year Mr. Proshanta Kumar Halder Dr. Shafinaz Islam Md. Mamunur Rashid IIDFC Securities Limited Parkway Holdings Ltd ,000,000 1,000, % 1.67% 1 Year , , % 0.50% 1 Year , , % 0.% 1 Year , , % 0.% 1 Year , , % 0.% 1 Year 46 Md. Mustafa , , % 0.25% 1 Year 47 Nusrat Hafiz ,000 50,000 0.% 0.08% 1 Year Dr.Mohamma d Shariful Islam Dr.A.K.M.Mas ud Dr.Md.Mostof a Akbar Md. Shah Alam Mirdha ,000 50,000 0.% 0.08% 1 Year ,000 50,000 0.% 0.08% 1 Year ,000 20, % 0.03% 1 Year ,000 20, % 0.03% 1 Year 52 Aninda Iqbal ,000 20, % 0.03% 1 Year Kazi Amira Hossain Md. Shahidullah (Shyamol) Subir Mohajan ,000 50,000 0.% 0.08% 1 Year , , % 0.47% 1 Year ,000 20, % 0.03% 1 Year 56 Soumen Saha ,000 55, % 0.09% 1 Year Md. Abdul Halim Mohammad Tanvirul Islam ,000 25, % 0.04% 1 Year , , % 0.52% 1 Year Total 100,000 9,900,000 8,000,000 2,000,000 10,000,000 30,000, % 32

39 (xi) The details of the aggregate shareholding of the sponsors and directors, the aggregate number of specified securities purchased or sold or otherwise transferred by the sponsor and/or by the directors of the issuer and their related parties within six months immediate preceding the date of filing the prospectus; There was no such purchase or sale or otherwise transfer by the sponsor and/or by the directors of ITIL and their related parties within six months immediate preceding the date of filing the prospectus. (xii) The name and address of any person who owns, beneficially or of record, 5% or more of the securities of the issuer, indicating the amount of securities owned, whether they are owned beneficially or of record, and the percentage of the securities represented by such ownership including number of equity shares which they would be entitled to upon exercise of warrant, option or right to convert any convertible instrument; Name Ms. Ferdous Sharmina Osman Ms. Abeda Parveen Address 44/K, Indira Road, Tejgaon, Dhaka-1215 Road No. 114, House No. 25, Gulshan, Dhaka-1212 Type of Ownership Sponsor Shareholder Sponsor Shareholder No. of Share Holdings Percentage (%) of Shareholdings (Pre-IPO) Percentage (%) of Shareholdings (Post-IPO) 2,070, % 3.45% 2,070, % 3.45% (xiii) The number of securities of the issuer owned by each of the top ten salaried officers, and all other officers or employees as group, indicating the percentage of outstanding shares represented by the securities owned. There is no officer holding any securities of the Company. d) Description of the Business (i) The date on which the issuer company was incorporated and the date on which it commenced operations and the nature of the business which the company and its subsidiaries are engaged in or propose to engage in; Fact Sheet Date & Place of Incorporation Date & Place of Commencement Nature of the business December 02, 1993, Dhaka, Bangladesh 1994, Dhaka, Bangladesh The Company operates in a Hi-tech industry with assembling and manufacturing, repair and maintenance facilities, consultancy and learning centers (Training Institute), warranty and a service network facilities and marketing operations. (ii) Location of the project; Name of the Issuer Registered Office Corporate Office (iii) Plant, machinery, technology, process, etc. Infinity Technology International Limited (ITIL) BDBL Bhaban (6 th Floor, East), 12, Kazi Nazrul Islam Avenue, Kawran Bazar, Dhaka-1215 House # 675, (3rd Floor), Road # 10,, Dhaka- 1216,Bangladesh Infinity Technology International Limited is supported by modern machineries and the management is highly capable, qualified and experienced. Inspired by the dynamic leadership of the management of the company, this team of competent professionals are filled with zeal and dedication to leave no stone unturned for achievement of their common goal complete customer's satisfaction. 33

40 (iv) Details of the major events in the history of the issuer, including details of capacity or facility creation, launching of plant, products, marketing, change in ownership and/or key management personnel etc. Related to formation of the company: Date of Incorporation: December 02, 1993 Conversion of Private to Public Limited Company: February 25, 2013 (v) Principal products or services of the issuer and markets for such products or services. Past trends and future prospects regarding exports (if applicable) and local market, demand and supply forecasts for the sector in which the product is included with source of data: Name of Principal Products Market for the Products & Services 1. Infinity Core Banking Solution (Infinity 365, CBS) 2. Infinity Banking Solution (IBS) Banking Sector (Local Market) 3. Payment Gateway & Remittance Solution (Remit Infinity) Banking Sector (Local and Export Market) 4. Infinity Enterprise Resource Planning (ERP) Large enterprises in manufacturing and commercial sector (Local Market) 5. Infinity Reconciliation System Banking Sector (Local Market) 6. Infinity DNA Bank Solution 7. StarLIMS Software (Abbott Informatics) Medical Laboratories (Local Market) 8. Genoproof 2 & Genoproof 3 (Qualitype GmbH) 9. Infinity SMS Banking Solution 10. Infinity Online Banking Solution (ABB) 11. Infinity ATM Solution Banking Sector (Local Market) 12. Infinity Centralized SME Banking Solution 13. Infinity e-recruitment System Human Resource Management (Local Market) 14. Infinity e-admission System Education Sector (Local Market) 15. Infinity Sanction Screening Solution SME Sector in Banking Sector (Local Market) 1. Infinity Core Banking Solution (CBS): Banking business has evolved over a period and grown exponentially encompassing an entire gamut of products and transactions under a wide umbrella. All such activities undertaken by a bank is called Core Banking. "Centralized Online Real-time Exchange". This basically means that all the bank's branches access applications from centralized datacenters. This means that the deposits made are reflected immediately on the bank's servers and the customer can withdraw the deposited money from any of the bank's branches throughout the world. These applications now also have the capability to address the needs of corporate customers, providing a comprehensive banking solution. Our CBS are banking applications on a platform enabling a phased, strategic approach that lets people improve operations, reduce costs, and prepare for growth. Implementing a modular, component-based enterprise solution ensures strong integration with your existing technologies. An overall service-oriented-architecture (SOA) helps banks reduce the risk that can result from multiple data entries and out-of-date information, increase management approval, and avoid the potential disruption to business caused by replacing entire systems. It should be mentioned that, we had started upgrading the software for CBS investing our 20 years of Banking and IT experience. It is highly Parameterized, Secured, Robust, Industry Standard, state-of the-art Browser Based 34

41 Real Time Online Core Banking Solution to serve not only all the present-day demand of your bank but also to guide the bank to extend its business and to enhance profitability. It has got all the capacity to compete with any foreign or local origin CBS. In fact, Infinity-365 has got an edge over other CBS in respect of its technological advancement, features, easiness, cost effectiveness and own on-site development environment. 2. Infinity Banking Solutions (IBS) Infinity has developed banking application software named Infinity Banking Solutions (IBS). This is a complete solution for the banking industry in Bangladesh. The Research and Development cell of the organization is working constantly to update the software technology to meet the changing requirements of the banking solutions. The software is user-friendly and online help is available for all fields. The software maintains complete cash control for each teller, in case of the user is a teller. It prompts the user for all kind of incorrect entries and offers error-message for the corresponding error. User can retrieve information regarding an account holder; even the teller does not know the whole name of the client. ITIL s developed integrated branch banking application software Infinity Banking Solutions (IBS) is now successfully running at 326 branches of Agrani Bank Ltd. 302 branches of Sonali Bank Ltd. 528 Branch of Rupali Bank Ltd. 19 branches of Janata Bank Ltd. 32 branches of Bangladesh Development Bank Ltd. 378 branches of Rajshahi Krishi Unnayan Bank and 52 Branches of Bangladesh Krishi Bank, the largest six nationalized banks in Bangladesh. The software is developed on the state of art Microsoft Technologies as well as on both Oracle and MSSQL database platform and all modern banking features are now being incorporated in Infinity Baking Solutions (IBS) to develop this as an international standard core banking application software. 3. Payment Gateway & Remittance Solution (Remit Infinity) Remit Infinity is a web-based remittance business management software developed by Infinity Technology International Ltd. back in It has been designed to automate the entire process of remittance business starting from fund transferring to fund distribution. Remit Infinity is superior to other vendor's solution because of the fact that it has the unique facility of maintaining entire back office data like GL transaction, GL Ledger, Cash book, Trial balance etc. and thus makes our customer more confidence on our solution. Another Important aspect of 'REMIT INFINITY' is its flexibility in accommodating new compliance issue. So when central banks of remitter's/ beneficiary's countries impose new compliance issues or made any changes/ new requirements in remittance business, 'REMIT INFINITY' can very quickly and easily address those compliances issue/ requirements. Thus, users of REMIT INFINITY are in a comfortable position to continue their business with new compliances/ requirements without any delay or hassle. 4. Infinity Enterprise Resource Planning (ERP) ERP is business management software typically a suite of integrated applications that an organization can use to collect, store, manage and interpret data from various type of business activities. Depending on organization category, administrative structure and size of the organization, the ERP solution of an organization will be different. The basic concept of ERP is to categorize the functional activities of organization and prepare application for operation. All applications are integrated to each other to prepare strategic information for the management. With having 22 years of experience in Information Technology and based on the Tender Schedule we have prepared this proposal for your Organization. 5. Infinity Reconciliation System Infinity Reconciliation System automates and standardizes the reconciliation process of inter-branch transactions of a bank. It drives accuracy in the financial close by providing accountants with a streamlined method to verify the correctness and appropriateness of their balance sheets. The application provides an 35

42 intuitive workspace in which accountants can quickly compare data, investigate discrepancies, attach supporting documentation and take required actions. This is a web-based solution currently used by Agrani Bank and RAKUB. 6. Infinity DNA Bank Solution DNA Data Bank is a modern web-based application designed and developed by Infinity Technology International Ltd. using HTMLS, CSS 3, Java Script and PHP as programming language. At server end there is a My SQL Relational Database. Purpose of the DNA Data bank solution is to store DNA profile data for autosomal, y-star or mitochondrial DNA for investigation of ongoing cases and future reference and matching by the investigation authorities. It is sensitive forensic tool used for various investigation purposes. DNA Data Bank is developed to serve all the purposes that a CODIS compliant Lab may require to support DNA evidence-based case investigation, like 7. StarLIMS Software (Abbott Informatics) Powered by the latest technologies, Abbott Informatics-STARLIMS provides real-time access to your data anywhere and anytime. As your industry evolves, your lab is tasked with managing larger volumes of data and stricter regulations, as well as experiencing increased pressures for higher quality and greater efficiencies. Turn to a dependable technology partner who will not only help you overcome these challenges, but will also harness your data s potential by turning it into actionable information for your organization. Configurable tools help your lab to manage complex testing and workflows, and facilitate automated processes and calculations, that increase efficiency and mitigate errors. 8. GenoProof 2 & GenoProof 3 (Qualitype GmbH) GenoProof is Qulitype GmbH s established renowned scientific evaluation software for generation of parentage expertises, kinship analyses and population studies. It covers the entire evaluation process from raw data analysis to biostatistical calculations and reporting. You can start working with GenoProof directly with data from your sequencer, so there is no need for any additional software. 9. Infinity SMS Banking Solution This service is used by banks and financial institutions to send messages (also called notifications or alerts) to customers mobile phones using SMS messaging, or a service provided by them which enables its customers to know details about their transactions or to perform some financial transactions using SMS. 10. Infinity Online Banking Solution (ABB) The ABB application facilitates upload of Signatures, Photographs and Customer Transaction Information. This application is an interface between the Core Banking solution and the ABB application. All the ABB Transactions that are done over the branch counter will be entered through this module and upon authorization, the ABB application transaction. 11. Infinity ATM Solution It is a facility that provides ATM card holders to conduct various transactions through simplified defined functions. It may be used for balance enquiry, withdrawing money, fund transfer to other bank accounts etc. 12. Infinity Centralized SME Banking Solution Small and Medium Enterprises (SME) Banking Solution is an online based software where all Branches and Head Office are connected with Head office. Head office and Branches are well managed Secured, Flexible, customizable, parameterized, Tracking of every loan & user activities. This is a fully customized solution designed for efficient management of the SME Banking process for any SME/Micro-Credit Bank. The system provides 36

43 complete range of solution required for SME Banking procedure. The solution enables every division to do loan monitoring activities faster, easier and secured. Currently 45 branches of Agrani SME Financing Company Ltd. is successfully operating with Infinity SME Banking Solution. 13. Infinity e-recruitment System Infinity e-recruitment system is a web-based solution for initiation and administration of recruitment process of an organization electronically. This is a fully customized solution designed to efficiently manage the Recruitment Process of various positions for any organization. The system provides complete range of solution required for recruitment procedure. The solution enables the HR department to make the recruitment process faster, easier and transparent. It also significantly cut the recruitment cost and time. 14. Infinity e-admission System Infinity e-admission System is a fully customized solution designed to efficiently manage entire admission process. The solution enables the educational organization to make the admission Process faster, easier and transparent. It also significantly cut the Admission cost and time. 15. Infinity Sanction Screening Solution Infinity Sanction Screening Solution (i-sss) is a web based online solution developed by Infinity Technology International Limited (ITIL) for Screening sanction Lists of regulatory bodies like Security Council of UN,OFAC, OSFI, AUSTRAC etc. working on anti-money laundering and combating terrorist financing. (vi) If the issuer has more than one product or service, the relative contribution to sales and income of each product or service that accounts for more than 10% of the company s total revenues; Following services account for more than 10% of each year s revenue and the value contribution of each services to the total revenue for a year. (As per audited accounts) Year Particulars ERP IBS Remit Others Total Revenue (in BDT) 18,881,415 35,766,018 9,681,506 22,951,722 87,280,662 Value Contribution (% of Total Sales) 21.63% 40.98% 11.09% 26.30% % Revenue (in BDT) N/A 68,396,336 8,125,884 27,247, ,770,0 Value Contribution (% of Total Sales) N/A 65.91% 7.83% 26.26% % (vii) Description of associates, subsidiary and holding company of the issuer and core areas of business thereof; The Company has no associates, subsidiary and holding company. (viii) How the products or services are distributed with details of the distribution channel. Export possibilities and export obligations, if any; The Company makes direct sales to banks and enterprises and customizes according to their requirements. Additional modules are sometimes required by the enterprises which is integrated to the software supplied. One of our software named Remit Infinity were sold to exchange houses in Canada, UK, Malaysia, Singapore and Australia at the request of our banks clients. The revenue derived from these sales are received in foreign 37

44 currency and treated as export which is continually increasing. ITIL has targeted exchange houses in Middle East and as such foreign sales from this software is likely to increase rapidly in future. Service and Support ITIL maintains four dedicated teams for after sales support comprising of more than one hundred and twenty technical personnel spreading over sixty-four district headquarters across the country. The service and support teams are: System Development Team Help Desk Team Support and Troubleshooting Team Installation and Up-gradation Team 38

45 39

46 (ix) Competitive conditions in business with names, percentage and volume of market shares of major competitors; Following are the leading players of Bangladesh IT industry. A short note on each of them follows: Flora Limited Company Desktop Computer Connection Limited Beximco Computers Limited LEADS Corporation Limited Overview Flora Limited is a well reputed legendary IT pioneer in Bangladesh. The Journey of this IT awareness incepted since 1 st April A vast experience of 42 years surrounds the name of Flora Limited with great success in Retail, Distribution & Corporate sales segment. Since the beginning of journey Flora Limited have catered a vast range of world renowned ICT brands phase by phase in our portfolio to disseminate office automation. 33 retail sales point exhibits all our brands to the end customers even in the remote areas of the country. Desktop Computer Connection Ltd. (Desktop) was established in 1991 and within few years time the company emerged as a leading Systems Integrator to provide total IT solutions especially to the corporate clients. In 1992 Desktop was appointed as the Authorized Dealer of world s number One PC Compaq and since then Compaq is established as the Premium PC brand in Bangladesh. Beside Compaq, Desktop gradually became the direct Business Partner of world leading IT companies like HP, APC, 3Com, Cisco, Microsoft, Scala, Infocus, Data products, IBM etc. One of the leading Information Technology (IT) Companies in Bangladesh engaged in Software Development and System Integration, specially Development of Banking Application Software, IT Solution Provider including maintenance of Hardware & Consultancy. Since 1992, LEADS Corporation Limited has been supporting clients nationwide in managing the evolving role of information technology in business. As a strategic business partner, we provide diversified Information Technology solutions and services that solve our clients' business objectives. Services and solutions include custom application software development, network engineering, plastic card personalization, and delivery installation of PCs, Servers, POS, and ATMs. As information of market share of these competitors are not available, we are unable to mention percentage and volume of market shares of the same. 40